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Corporate Governance
Quantity
Versus
Quality
Middle Eastern
Perspective
By
Saleh Hussain
November 2009
Copyright 2011 Saleh Hussain,
All rights reserved.
Published in eBook format by eBookIt.com
ISBN-13: 978-1-4566-0395-3
No part of this book may be reproduced in any form or by any electronic or mechanical means including information storage and retrieval systems, without permission in writing from the author. The only exception is by a reviewer, who may quote short excerpts in a review.
To all those who consider just business and good Governance as way of their daily life...
To my family, friends and colleagues who continue to inspire and encourage me to move forward in life..
Words of Thanks
The people to whom my thanks go are too many. These include all business partners, colleagues and friends who continue to inspire me to move forward in life.Speakers at conferences on Corporate Governance issues and participants in those conferences are another important group of people that my special thanks go to, as their ideas, feedback. and forward looking views are my source of enthusiasm and determination to encourage people to win through good Corporate Governance.
1 thank. my family for their unlimited support, patience and encouragement My very special thanks go to Mr. Robert Ainey, Executive Chief Officer of Bahrain Association of Banks for his invaluable contribution in editing the whole book.. I sent him one chapter after another to edit to the extent that he wrote to me to say "The author is much faster than the Editor". His suggestions for improvement in some chapters were very relevant and made remarkable improvement in their contents.
Author's Note
This is my fifth book. on the subject of corporate governance. The first three were in Arabic and the fourth was in English. The subject of corporate governance, on its own right, attracts the attention of many writers and researchers around the globe who publish studies and books. The subject itself evolves continuously and worldwide business developments accelerate such an evolution. I started to take an interest in the subject in 1998. In 1999, in collaboration with Henley Management College in UK, I started my first study entitled "Corporate Governance in Bahrain" which was completed in 2001. I followed that with another study also on corporate governance in Bahrain but with an emphasis on "Dynamics and Operational Process of CG".
As this book. was getting ready to go to the printing press, the state of the world amidst the financial crisis can be categorized as follows. We have seen world stock markets melt down , long-established banks and financial institutions disappearing and some rescued, nationalized and large multinational companies and organizations vanishing or being bought by investors at a fraction of their value before the start of crisis in 2008. These landslides were not limited to one economic sector but affected banking, insurance, motor industry, construction and real estate. Certainly the retail sector was not spared either. More about the crisis and its impact on the world can be found in various chapters of the book.
There were many reasons that led to this grievous situation that the world found itself in. Poor corporate governance was certainly not the only reason, but in many cases it played an important role in companies getting themselves into trouble. This book touches on the various reasons that impacted the financial markets and world economies.
This book contains a number of chapters from my earlier book "Corporate Governance - Middle Eastern Perspective" duly updated to take into account developments and recent changes in the governance practices worldwide. In addition the book contains a number of new chapters on specific issues of direct relevance to CG practices.
In total the book has 10 chapters dealing with following subjects:
Chapter one deals with the common practice of corporations investing a lot of time on the quantitative requirements at the expense of qualitative requirements. Such an attitude causes corporations to lose sight of the importance of human behavior and the unsatisfied needs of stakeholders.
Chapter two details the role, responsibilities and importance of key committees of the board. The Executive, Audit, Remuneration, Nominating and Risk Management committees have extensive coverage on their formation, membership and scope of activities.
Chapter three deals with the compensation of Directors and Executive Management. It gives various views on issues relating to the total compensation and the transparency and disclosure of relevant information in annual financial reports. The current cases of excessive incentive payments, even during a severe financial crisis, are also discussed in this chapter.
Chapter four discusses extensively corporate succession plans, which is a subject that receives little attention from the boards of directors and executive management. This results in exposing the corporation to an absence of cover when a major post becomes vacant.
Chapter five covers the issue of corporate social responsibility "CSR" which attracts the attention of all stakeholders and various interest groups. The relevance of CSR and the current financial crisis is explained in detail.
Chapter Six covers corporate governance and democracy. CG flourishes better in democratically governed countries and vice versa for countries that are less open to democracy.
Chapter seven gives examples of the contents of CG codes from a number of countries such as the UK, Belgium and Pakistan. It also provides an update on the draft CG combined code of Bahrain, which is in the process of being issued.
Chapter Eight talks about corporate governance in government companies also termed "State-Owned Enterprises" - SOEs - and sheds light on the difficulties these companies face in having to comply with the remits of good governance as well as compliance with government bureaucratic requirements.
Chapter Nine examines corporate governance in family-owned businesses or "FOBs". Given the fact that over 80% of companies worldwide are owned by and run as family businesses, the importance of corporate governance cannot be over-emphasized.
Chapter Ten deals with corporate Governance and Islamic Banking. Islamic Banking has been growing at an unbelievably high rate of growth. The governance practices of Islamic banking institutions need to be strengthened and aligned to the standards of corporate governance regulations applied to all other forms of corporations. The issue is discussed in detail with an emphasis on recommendations for improvement.
I hope that the reader finds this book of use either in its entirety or as an in-depth look at specific topics in Corporate Governance, and I welcome your comments and views.
Saleh Hussain
November 2009
Corporate
